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NOTE 27

Notes to shareholder's equity

Changes in share capital


 

Number of shares

  Share capital Reserve of invested
non-restrictive equity
Share premium Total
Share capital A B Total € million € million € million € million
1 Jan. 2010 31,737,007 66,584,522 98,321,529 196.6   194.2 390.8
Exercise of share options - 319,763 319,763 0.6   3.6 4.2
31 Dec. 2010 31,737,007 66,904,285 98,641,292 197.3   197.8 395.1
Exercise of share options   3,750 3,750   0.1   0.1
Purchase of treasury shares   -700,000 -700,000   -    
31 Dec. 2011 31,737,007 66,208,035 97,945,042 197.3 0.1 197.8 395.1
               
Number of votes 317,370,070 66,208,035 383,578,105        

During the reporting period, the number of shares was increased twice corresponding to share subscriptions made with the options of the 2007 option scheme. The increases were made on 31 May 2011 (2,750 B shares, €64,267) and 1 August 2011 (1,000 B shares, €23,370) and announced in stock exchange notifications on the same days. The subscribed shares were included on the main list of NASDAQ OMX Helsinki for public trading with the old B shares on 1 June 2011 and 2 August 2011. The combined share subscription price of €87,638 received by the company was recorded in the reserve of invested non-restricted equity.

All issued shares have been fully paid. The maximum number of A shares is 250 million and the maximum number of B shares is also 250 million, provided that the total number of shares is at maximum 400 million. One A share carries 10 votes and one B share one vote.

An analysis of share-based payments is given in note 35.

Treasury shares

Kesko Corporation’s Annual General Meeting held on 4 April 2011, authorised the company’s Board to purchase own B shares. Based on the Board’s decision, the company purchased a total of 700,000 own B shares which represent 0.7% of all shares. The total amount of €23.7 million paid for the shares was deducted from earnings retained in equity. The shares are held by the company as treasury shares and the company’s Board has been authorised to use them.

Dividends

After the balance sheet date, the Board has proposed that €1.20 per share be distributed as dividends. A dividend of €1.30 per share was distributed on the profit for 2010.

Equity and reserves

Equity consists of share capital, share premium, other reserves, revaluation reserve, currency translation differences and retained earnings. In addition, the portion of accumulated depreciation difference and optional provisions net of deferred tax liabilities are included in equity.

Share premium

The amount exceeding the par value of shares received by the enterprise in connection with share subscriptions is recorded in share premium in cases where options have been granted under the old Limited Liability Companies Act (29 Sept. 1978/734).

Reserve of invested non-restricted equity

The reserve of invested non-restricted equity includes the other equity-related investments and share subscription prices to the extent not designated to be included in share capital. The payments received from the exercise of options granted under schemes governed by the new Limited Liability Companies Act (21 Jul. 2006/624, effective 1 Sept. 2006) are recorded in full in the reserve of invested non-restricted equity.

Other reserves

Other reserves have mainly been created and increased as a result of resolutions by the General Meeting. Other reserves mainly comprise contingency reserves.

Currency translation differences

Currency translation differences arise from the translation of foreign operations’ financial statements. Also gains and losses arising from net investment hedges in foreign operations are included in currency translation differences, provided they qualify for hedge accounting. The change in the reserve is stated within comprehensive income.

Revaluation reserve

The revaluation reserve includes the change in the fair value of available-for-sale financial instruments and the effective portion of the change in the fair value based on hedge accounting applied to derivatives. Cash flow hedges include electricity derivatives and interest rate derivatives hedging the private placement note interest. The change in the reserve is stated within comprehensive income.

Result of cash flow hedging

Hedge accounting is applied for hedging electricity price risk. As a result, an amount of €2.4 million (€1.3 million) has been removed from equity and included in income statement as purchase cost adjustment, and €-13.0 million (€19.1 million) has been recognised in equity, respectively. Their combined effect on the revaluation reserve for the year was €-15.4 million (€17.8 million) before accounting for deferred tax assets.

A fair value change of €0.4 million (€3.0 million) has been recognised in equity for the USD-denominated private placement arrangement before accounting for deferred taxes. In addition, a €0.8 million (€0.8 million) interest expense adjustment for interest rate derivatives has been recognised in the income statement.